The 2025 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides guidance on how these developments will impact you in the 2025 proxy season.

In the past few years, the SEC adopted numerous rules and rule amendments that will shape the 2025 proxy season and proxy seasons to come. The changes include:

Chief Executive Officer with Track Record of Software Growth to join Board

Chicago – March 14, 2025 – DFIN (NYSE: DFIN), a leading provider of software and tech-enabled solutions for financial reporting and capital markets transactions, is pleased to announce the appointment of Ayman Sayed, President and CEO of BMC Software Inc. to its board of directors. Sayed will stand for election at the company’s 2025 annual meeting and will serve on the board’s compensation committee.

Law360 recently published a feature story from DFIN’s President of Global Capital Markets, Craig Clay, and Director of Corporate Governance Services, Ron Schneider, titled, It’s Proxy Season – Transforming How You Engage Shareholders and Activist Investors. 

When you evaluate your company’s financial future, you are performing financial planning and analysis. This process involves the collection of data and turning that information into useful budgets, variance analysis and strategic finance decisions. FP&A is a critical part of business operation because it helps you determine how you can achieve your financial goals given your current circumstances. Access to real-time data insights and reporting helps you stay relevant despite changing markets and economic uncertainty.

DFIN’s fourth quarter and full-year 2024 earnings, out yesterday, illustrate that our transition to the new ActiveDisclosure platform is driving success in the marketplace.

What is SEC Form D?

SEC Form D is a required filing with the U.S. Securities and Exchange Commission (SEC) for companies conducting an exempt offering of securities under the Securities Act of 1933. It serves as a notification to the SEC and state regulators when securities are sold without registration, using SEC Form D exceptions such as Rule 504 or 506. These exemptions allow issuers to raise capital through private placements while avoiding the complexities of public offerings.

SEC Form DEF 14A is a type of proxy statement the SEC requires companies to file before they hold an annual meeting or conduct a shareholder vote. A company's 14A filing contains important financial information and corporate governance committee information. Keep reading to take a deeper look at the SEC Form 14A, including SEC filing details for this proxy statement.

The Corporate Transparency Act (CTA) represents a significant shift in corporate governance and compliance requirements. As a U.S. federal law, Corporate Transparent Act beneficial ownership disclosures are required to combat illicit activities such as money laundering and tax evasion. While its primary focus is on private companies, its implications for public companies remain an important topic for corporate governance teams and compliance officers.

The Federal Energy Regulatory Commission (FERC) is an independent body that oversees several aspects of the U.S. energy industry including natural gas and oil projects. Among the projects FERC oversees are proposals for natural gas pipelines crossing state lines; hydropower licensing; and other aspects of interstate electricity, gas and oil transmissions.

FERC is also involved in oversight for the energy industry. In this capacity, FERC monitors:

Regulatory Technology (RegTech) is gaining momentum in the financial industry, offering innovative solutions for compliance and risk management. With ever-evolving regulations, businesses must adapt quickly to avoid penalties and ensure seamless operations. Unlike broader FinTech innovations, which focus on enhancing financial transactions, RegTech solutions specifically address regulatory challenges through automation and data-driven insights.